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K7 or P3 upgrade?

I am looking to upgrade my cpu/mobo. I am leaning twards a k7 700 with an sd-11 mobo and 128 megs of pc 133 for best MHZ per $$ but I cant overclock it . I need some suggestions for the upgrade and have a budget of about $500

help wanted
thx
-= "I am trying to think but nothing happens "=- the three stooges

If a chicken and a half can lay an egg and a half in a day and a half, how long will it take a monkey with a wooden leg to kick the seeds out of a cucumber?????